SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 24, 1999 (February 24, 1999)
AMERICAN TOWER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-14195 65-0723837
(State or (Commission (IRS Employer
Other Jurisdiction File Number) Identification No.)
of Incorporation)
116 Huntington Avenue
Boston, Massachusetts 02116
------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(617) 375-7500
(Registrant's telephone number, including area code)
Item 5. Other Events.
The following information is provided to supplement the Notes to the
September 30, 1998 Unaudited Condensed Consolidated Financial Statements of
American Tower Corporation ("ATC") in the Form 10-Q for the quarter ended
September 30, 1998 (the "Form 10-Q"), filed with the Securities and Exchange
Commission on November 16, 1998. Capitalized terms used herein without
definition which are defined in the Form 10-Q shall have the meaning that has
been assigned to such terms in the Form 10-Q.
With respect to certain specific items included in the Notes to the
September 30, 1998 Unaudited Condensed Consolidated Financial Statements:
(i) The information set forth in Note 2 with respect to the
Separation Agreement is amended to reflect the facts that (i) in
February 1999, ATC agreed to pay CBS $50.0 million in settlement
of all amounts due with respect to the closing date balance sheet
adjustments, including interest; as part of such settlement, ATC
also agreed to indemnify CBS and American Radio with respect to
certain tax matters affecting American Radio prior to the CBS
Merger; and (ii) as of January 15, 1999, holders of approximately
47% of the ARS Convertible Preferred and/or ARS Convertible
Preferred Debentures had converted or presented for conversion.
As of January 15, 1999, ATC estimates that its reimbursement
obligations with respect to taxes on known conversions is
approximately $14.4 million, of which $8.5 million has been paid.
ATC estimates that its remaining reimbursement obligation with
respect to the taxes on ARS Convertible Debentures that have not
been converted would be approximately $14.9 million under the tax
reporting method followed. Such estimate is based on an estimated
fair market value of the Class A Common Stock of $25.625 per
share. ATC's obligation for such conversions would change by
approximately $1.1 million for each $1.00 change in such fair
market value;
(ii) The information in Note 7 with respect to long-term debt is
amended to reflect that the aggregate amount available to the
Borrower Subsidiaries under the New Credit Facilities has been
reduced from $900.0 million to $775.0 million as a consequence of
the reduction in the term loan availability from $250.0 million
to $125.0 million;
(iii) The TeleCom Merger Agreement referred to in Note 10 under
"Pending Transactions" was amended on December 18, 1998 to reduce
the purchase price from $155.0 million to $148.75 and to permit
TeleCom to distribute its 50% interest in a joint venture
("Prime") to TeleCom's equity owners. Simultaneously, ATC entered
into a put-call agreement providing for the purchase of a 100%
interest in Prime for $12.5 million in the event the other 50%
owner does not purchase the remaining 50% for $6.25 million. The
TeleCom Merger Agreement has also been amended to add an
adjustment provision that would reduce the number of shares of
Class A Common Stock deliverable by ATC if TeleCom does not
achieve certain growth in its Monthly Tower Revenue Run Rate (as
defined in the TeleCom Merger Agreement); and
(iv) ATC entered into an agreement with the former owner of OPM as a
result of which an aggregate purchase price of $70.0 million was
agreed upon and ATC received a total of 150 towers and an
agreement from such former owner granting ATC a right of first
refusal on towers developed by him in the future.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN TOWER CORPORATION
(Registrant)
Date: February 24, 1999 By: /s/ Justin D. Benincasa
-------------------------------------------
Name: Justin D. Benincasa
Title: Vice President and Corporate Controller